Change in MOA and AOA

Documents Required for Change in MOA and AOA

  • 1 Board Meeting for change in MOA
  • 2 Notice of EGM
  • 3 Certified True copy of Special Resolution
  • 4 Altered Memorandum of Association

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Process Involved

Calling of Board Meeting
Board Resolution
Notice of EGM
Special Resolution
Form MGT 14
Approval by ROC

CHANGE IN MAIN OBJECT CLAUSE OF PRIVATE LIMITED COMPANY

Process of  change in Object  Clause 

1.Calling of Board Meeting: Issue notice in accordance with the provisions of section 173(3) of the Companies  Act, 2013, for convening a meeting of the Board of Directors. To Get in-principal approval of Directors for change in object clause of Memorandum.

2.  Fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of shareholders, by way of Special Resolution, for amendment in object clause of Memorandum. 

3.Hold the Extra-ordinary General meeting (EGM) on due date and pass the necessary Special Resolution under section 13(1) of the Companies Act, 2013, for change in object clause of Memorandum.

4.File form MGT.14 within 30 days of passing of Special Resolution with the concerned Registrar of Companies 

  • Notice of EGM.
  • Certified True copy of Special Resolution.
  • Altered Memorandum of Association.
  • Certified True copy of Board Resolution may be attached as an optional attachment.

Alteration in Articles of Association of Company

PROCESS OF ALTERNATION IN AOA

1. Convene a Board Meeting to alter the Article of association of Company By giving Notice of at least 7 days.

2. Hold the Board Meeting.

3. Get Approval to Alteration in Article of Association and recommending the proposal for members’ consideration by way of special resolution.

4. Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members.

5. Provisions of the Section 101 of the Companies Act 2013 provides for issue of notice of EGM in writing to below mentions at least 21 days before the actual date 

  • All the Directors.
  • Members
  • Auditors of Company

6. The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.

7. Convene a general meeting.

8. Check the Quorum.

9. Pass Special Resolution.[Section-114(2)]

10. Approval of Alteration in AOA.

11. The Registrar shall then accordingly register the alteration and issue a certificate which will  be the conclusive evidence that all the requirements with respect to the alteration have been duly complied with by the company.

12. The alteration shall be complete and effective only on the issue of certificate by 

13. Incorporate the alteration in every copy of the memorandum.

 

DOCUMENTS REQUIRED FOR ALTERATION IN AOA

File FORM NO. MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the requisite filing within 30 days of passing the special resolution

1. Certified True Copies of the Special Resolutions along with explanatory statement;

2. Copy of the Notice of meeting send to members along with all the annexure;

3. A printed copy of the Altered Article of Associations.

FAQs

FAQs

How can a company increase authorized capital?

Can I change subscriber clause of the Memorandum of Association?

What can be amended in the Memorandum of Association?

What can be amended in the Articles of Association?

Can we amend the Memorandum of Association and Articles of Association in the same meeting?

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Which names requires prior approval of the Regulators?

Can subscribed capital/paid-up capital be more than Authorised Capital?

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Is it mandatory to amend the Situation clause of Memorandum of Association in case of change in Registered Office?

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